EXHIBIT 99.2
PERSONAL COMPUTER PRODUCTS, INC.
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STOCK OPTION AGREEMENT
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(Non-Qualified)
AGREEMENT made as of this __th day of _____, 199_, by and between Personal
Computer Products, Inc., a Delaware corporation (hereinafter called "Company"),
and ____________ (hereinafter called "Optionee").
WITNESSETH:
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RECITALS
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A. The Board of Directors of the Company has determined it is in the best
interests of the Company to grant non-qualified options to Optionee pursuant to
the terms of this Agreement.
B. The granted option is intended to be a non-qualified stock option which
does not satisfy the requirements of Section 422 of the Internal Revenue Code.
NOW, THEREFORE, it is hereby agreed as follows:
1. Grant of Option. Subject to and upon the terms and conditions set forth
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in this Agreement, the Company hereby grants to Optionee, as of the date of this
Agreement (the "Grant Date"), a stock option to purchase up to ________________
(__,000) shares of Common Stock $0.005 par value per share, of the Company (the
"Optioned Shares") from time to time during the option term at the option price
of $0.20 per share (the "Option Price").
2. Option Term. This option shall expire at the close of business on _______
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__, 200_ (the "Expiration Date").
3. Right of Exercise. Optionee may, any time prior to the Expiration Date,
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pursuant to the terms of this Agreement (including provisions providing for
early termination of the option), elect to exercise this option to purchase the
Optioned Shares; provided, that such right of exercise shall be further limited
by the following vesting schedule:
(i) ______ of the Optioned Shares shall first vest and become exercisable
on _______ __, 199_;
(ii) an additional ______ of the Optioned Shares on _______ __, 199_; and
(iii) an additional ______ of the Optioned Shares on _______ __, 199_.
(iv) an additional ______ of the Optioned Shares on _______ __, 199_.
4. Manner of Exercising Option.
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(a) In order to exercise this option with respect to all or any part of the
Optioned Shares for which this option is at the time exercisable, Optionee (or
in the case of exercise after Optionee's death, the Optionee's executor,
administrator, heir or legatee, as the case may be) must take the following
actions:
(i) Execute and deliver to the Secretary of the Company written notice
of exercise (the "Notice"). Any such Notice shall be substantially in the same
form as attached Exhibit "A";
(ii) Pay the aggregate option price for the purchased shares (plus an
amount equal to required federal and state tax withholding on the taxable income
recognized at the time of such exercise) in cash; and
(iii) Furnish to the Company appropriate documentation that the person
or persons exercising the option, if other than Optionee, have the right to
exercise this option.
(b) This option shall be deemed to have been exercised with respect to the
number of Optioned Shares specified in the Notice at such time as the Notice has
been delivered to the Company. Payment of the option price (and withholding
amount) shall immediately become due and shall accompany the Notice. As soon
thereafter as practical, the Company shall mail or deliver to Optionee or to the
other person or persons exercising this option a certificate or certificates
representing the shares so purchased and paid for.
5. Termination of Employment.
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(a) Should Optionee cease to be an employee or director of the Company, or
one of the Company's subsidiaries (other than by reason of death, permanent
disability or termination for cause), this option will, solely to the extent
that it is exercisable immediately prior to such cessation of employee status,
remain exercisable during the three-month period following the date of such
cessation of employee or director status and at such point this option will
terminate entirely and cease to be exercisable; provided, however, in no event
will this option be exercisable at any time after the Expiration Date.
(b) Should Optionee become permanently disabled and cease by reason thereof
to be an employee or director of the Company, or one of the Company's
subsidiaries, this option will, solely to the extent that it is exercisable
immediately prior to such cessation of employee or director status, remain
exercisable during the one-year period following the date of such cessation of
employee or director status and at such point this option will terminate
entirely and cease to be exercisable; provided, however, in no event will this
option be exercisable at any time after the Expiration Date. Optionee will be
deemed to be permanently disabled if Optionee is, by reason of any medically
determinable physical or mental impairment expected to result in death or to be
of continuous duration of not less than one year, unable to engage in any
substantial gainful employment.
(c) Should Optionee die while still an employee or director of the Company,
or one of the Company's subsidiaries, (or during the three-month period referred
to in subparagraph (a) or during the one-year period referred to in subparagraph
(b)), the executors or administrators of Optionee's estate or Optionee's heirs
or legatees (as the case may be) will have the right to exercise this option,
solely to the extent that it is exercisable immediately prior to the Optionee's
death; provided, however, in no event will this option be exercisable at any
time after the Expiration Date.
(d) Should Optionee's employment be terminated for cause (including, but
not limited to, any act of dishonesty, unethical conduct, willful misconduct,
insubordination, fraud or embezzlement, or any unauthorized disclosure of
confidential information or trade secrets), this option will immediately
terminate entirely and cease to be exercisable when notice of termination of
employment is given.
6. Adjustment in Option Shares.
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(a) In the event any change is made to the Common split, stock dividend,
combination of shares, or other change affecting the outstanding Common Stock as
a class without receipt of consideration, then appropriate adjustments will be
made to (i) the total number of Optioned Shares subject to this option and (ii)
the Option Price payable per share in order to reflect such change and thereby
preclude a diminution or enlargement of benefits thereunder.
(b) If the Company is the acquired or non-surviving entity in any merger or
other business combination, then this option, if outstanding immediately after
such merger or other business combination, shall be appropriately adjusted to
apply and pertain to the number and class of securities which would be issuable
to the Optionee in the consummation of such merger or business combination if
the option were exercised immediately prior to such merger or business
combination, and appropriate adjustments shall also be made to the Option Price
payable per share, provided the aggregate Option Price payable hereunder shall
remain the same.
(c) This Agreement shall not in any way affect the right of the Company to
adjust, reclassify, reorganize or otherwise make changes in its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.
7. Option Nontransferable: Exception. This option shall be neither
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transferable nor assignable by Optionee other than by will or the laws of
descent and distribution.
8. Privilege of Stock Ownership. The holder of this option shall not have any
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of the rights of a shareholder with respect to the Optioned Shares until such
individual shall have exercised the option and paid the Option Price.
9. Compliance with Laws and Regulations.
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(a) The exercise of this option and the issuance of Optioned Shares upon
such exercise shall be subject to compliance by the Company and the Optionee
with all applicable requirements of law relating thereto and with all applicable
regulations of any stock exchange on which shares of the Company's Common Stock
may be listed at the time of such exercise and issuance.
(b) In connection with and as a condition to the exercise of this option,
Optionee shall execute and deliver to the Company such representations in
writing as may be requested by the Company in order for it to comply with the
applicable requirements of federal and state securities laws.
(c) Share certificates issued upon exercise of this option shall contain
appropriate restrictive legends in connection with federal and state securities
laws.
10. Successors and Assigns. The provisions of this Agreement shall inure to
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the benefit of, and be binding upon, the successors, administrators, heirs,
legal representatives and assigns of Optionee and the successors and assigns of
the Company.
11. Notices. Any notice required to be given or delivered to the Company under
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the terms of this Agreement shall be in writing and addressed to the Company in
care of its Secretary at its corporate offices. Any notice required to be given
or delivered to Optionee shall be in writing and addressed to Optionee at the
address indicated below Optionee's signature line on this Agreement. All
notices shall be deemed to have been given or delivered upon personal delivery
or three business days after deposit in the U.S. mail, postage prepaid and
properly addressed to the party to be notified.
12. No Employment Contract. Nothing in this Agreement confers upon Optionee
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any right to continue in the employ of the Company, or any of the Company's
subsidiaries or interferes with or restricts in any way the rights of the
Company, or any of the Company's subsidiaries, which are hereby expressly
reserved, to discharge Optionee at any time for any reason or no reason, with or
without cause (except as may be expressly otherwise stated in a formal written
employment agreement between the Company, or any of the Company's subsidiaries
and Optionee). Except to the extent the terms of any formal written employment
agreement between the Company, or any of the Company's subsidiaries and Optionee
may expressly provide otherwise, neither the Company nor any of the Company's
subsidiaries is under any obligation to continue the employment of Optionee for
any period of specific duration.
13. Construction. All decisions of the Board of Directors of the Company with
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respect to any question or issue arising under this Agreement shall be
conclusive and binding on all persons having an interest in this option.
14. Governing Law. The interpretation, performance, and enforcement of this
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Agreement shall be governed by the laws of the State of California.
15. Counterparts. This Agreement may be executed in counterparts, each of
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which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
16. Amendments. No amendment, modification, or supplement of this agreement
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shall be binding unless executed in writing and signed by all of the parties
hereto.
17. Entire Agreement. This Agreement, together with all exhibits hereto,
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constitutes the entire agreement among the parties pertaining to the subject
matter hereof and completely supersedes all prior or contemporaneous agreements,
understandings, arrangements, commitments, negotiations and
discussions of the parties, whether oral or written (all of which shall have no
substantive significance or evidentiary effect). Each party acknowledges,
represents and warrants that it has not relied on any representation, agreement,
understanding, arrangements or commitment which has not been expressly set forth
in this Agreement. Each party acknowledges, represents and warrants that this
Agreement is fully integrated and not in need of parol evidence in order to
reflect the intentions of the parties. The parties specifically intend that the
literal words of this Agreement shall, alone, conclusively determine all
questions concerning the parties' intent.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
duplicate on its behalf by its duly authorized officer and Optionee has also
executed this Agreement in duplicate, all as of the day and year indicated
above.
COMPANY:
PERSONAL COMPUTER PRODUCTS, INC., a Delaware corporation
By:
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Address: 00000 Xxxxxx Xxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
OPTIONEE:
By: ______________________________
Address: ______________________________
______________________________
EXHIBIT "A"
EXERCISE NOTICE
________________, 19__
Personal Computer Products, Inc.
00000 Xxxxxx Xxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Attn.: Corporate Secretary
Gentlemen:
The undersigned hereby elects to exercise his right to purchase ____________
shares of Common Stock (the "Shares") of Personal Computer Products, Inc., a
Delaware corporation ("PCPI"), pursuant to and in accordance with the Option
dated ______ ___, 199_, subject to compliance with the terms and conditions of
the Option. The undersigned hereby represents that he is acquiring such shares
for his own account, for investment purposes only, and not with a view to any
resale or distribution thereof.
Very truly yours,
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Signature
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